Echelon Corporation (ELON)

day of the registrant’s most recently
completed second fiscal quarter, there were 39,531,336 shares of the
registrant’s common stock outstanding, and the aggregate market value of such
shares held by non-affiliates of the registrant (based on the per share closing
sale price of $7.49 of such shares on the Nasdaq National Market on June 30,
2006) was approximately $202.5 million. Shares of the registrant’s common stock
held by each executive officer and director and by each entity that owns 5%
or
more of the registrant’s outstanding common stock have been excluded in that
such persons may be deemed to be affiliat...